The stories of the Almost Companions
by Angelycious
Summary: We've all heard the stories of the people the Doctor has travelled with, they're etched into our hearts and minds. But not everyone can run with the Doctor. These are the stories of the almost companions. The ones who said no, or maybe they never even got that chance. Full summary inside. See Author's notes at the beginning of the chapter for warnings.


**Fissure**

**A/N: Hi all! I hope you enjoy this story! I've been really fascinated lately about the people the Doctor meets that don't make it to companion status. There are many different reasons for this of course and I just want to explore a couple of these in this series of one shots. I'm happy to take requests for these in any capacity as well, so if there's a story you want to know, drop me a line and we can work something out! I look forward to hearing what you think. As a general warning, these stories will not always be happy, some will be incredibly sad. The people these stories centre around don't get to travel with the Doctor, some by choice, some not. I just wanted to let you know that. I will place warnings at the beginning of the story for character deaths so you can skip those if it's not something you want to read. All stories following will contain warnings for anything triggering, but I don't foresee too much of that.**

**WARNING: Original Character Death**

* * *

"Hey Gwen, you coming?"

The girl behind the bar looked up from where she was counting the oranges. She hated when she came on after the late shift, because they never seemed to care enough about the work to make sure all their supplies were full. Every time she had to come in she found herself spending at least an hour of her time counting the supplies and restocking if they were too low, but not the others, they just whinged and complained when there wasn't enough stock. This wasn't even supposed to be her job! "Nah, gotta finish up the count. I'll drop by later if I can, yeah?"

Her three co-workers, most of them younger than she was, gave her annoyed looks as they left. She sighed after them. This wasn't the life she'd imagined for herself after her degree. A Linguistics Degree and this was what she had to show for her life. She dropped the tub of oranges onto the bench and set about plucking them out one by one. If she was below more than 20% of stock she was going to have to call round to the grocers, she didn't like having to run out at this time of night, but they wouldn't be opening for another two hours so she would at least have the time. Then when the shift got in they wouldn't be able to complain about lack of stock like it was all her fault. The stock supervisor never seemed to get any of the blame, but of course she wouldn't, she was sleeping with the owner. More power to her though, as long as it was all consensual, Gwen thought.

Gwen didn't really dislike her co-workers as much as she might have lead some people to believe, of course. She just wished she'd done a bit more with her life. She was already nearly thirty and she didn't have much to show for it. Just a tiny apartment in the South that she'd lived in since she graduated four years ago. Not that she hated her apartment, she loved it and her little dog, but sometimes she wondered if there was actually more to life than she was seeing. The sparkle had kind of gone over the years.

The panel on the counter beside her started buzzing, Gwen stepped over to it to see what the problem was. The screen flickered, and she frowned. It was on its own regulatory circuit, like everything else, so she was surprised to see the whole room suddenly go dark. She looked around her, frowning. "That's odd."

She moved out from behind the counter and wiped the citrus juices on her apron. She walked over to the panel on the wall and tapped it, expecting a reaction. When she didn't get it, her frown dipped again. This wasn't good. Had the whole city had a blackout? The Ice would melt if that was the case and she'd have no stock for the next shift. She brought her fingers up to her mouth and chewed on her thumb nail before coming to a decision. A reset of the electrics should do the trick. Probably.

Nodding to herself and trying to think of the rest of her plan, Gwen made her way loudly to the back door. It was surprising. She was used to the normal loudness of the buzzing circuits drowning out any other sound, so hearing her own feet on the wooden boards was actually quite scary. She kept feeling like someone was watching her and hugged herself as she looked over her shoulder. Nothing was there of course, it was all in her head, but even still, she couldn't quite shake the feeling.

The hair on the back of her arms tingled. Gwen shot around to look behind her, but she could see nothing. She shook her head. "Stop it, Gwen, you'll give yourself a jump."

She didn't have any intentions of being off work for a month because she'd had a jump. They weren't dangerous of course but having to recover from the reinsertion of the microchip after its short circuited because of the electrical impulses in her body sending it haywire was going to be a pain. Her roommate in uni had two months off when hers had shorted after finals. It was one of those side effects hard to counter.

Finally reaching the power box, why they still had these things in this day and age she'd never know, Gwen flipped it open to check the damage. It was completely fine. She frowned. If there was a blackout going, why was the power box unharmed. Surely there should have been some damage to it, or the breakers should be flipped, something. She was hardly an expert, but she was certain this should be something she would be able to notice. She moved a little closer, spotting the small light on the inside. She picked it up and pointed it at the circuitry, but she still couldn't seem to find a problem. Nothing looked broken, nothing was sizzling and none of the breakers had fired. "This doesn't make any sense." She grumbled, backing away from the power box and turning around to look at the area.

"Nothing out of place, no water…" She turned in a circle to look around, but still found nothing. Frowning, she turned back to the box and opened it again. Shining the light on the reset, she flicked it. Nothing happened. She flicked it again. Still nothing. Rolling her eyes, she dropped the panelling closed again and headed back into the bar. After that distraction she was probably going to have to start the count all over again.

She headed back over to the bar and froze. There was someone standing near the bar and it looked like they were about to try and use the panel she'd been trying to fix. He was dressed all in black, from what she could tell, though it was dark. "Who the hell are you?" She asked, pointing her flashlight in front of her to get a better look at the stranger. She didn't know him.

The figure turned around to look straight at her, his eyes hard and his hands stopped over the screen. "Who are you?" His tone was flat, though it was intoned as a question.

"I work here, I asked you first."

The Stranger didn't seem to care. "I need information."

Gwen frowned. "Info, about what?"

"Just, information."

Gwen moved her flash light up and down the strange man and then over to the door that she was sure had been locked, which was now wide open. "You just thought you'd mosey on into the bar and find it, did you?"

The man's face seemed to twist then and he turned away from her, back to the screen. "Yes."

"Hey, hey, stop, hey, you can't just do that." Gwen called, rushing over to him and attempting to stop him accessing any of the info he apparently wanted.

The man, whoever he was, allowed himself to be pushed away from the panel but glared darkly at her. "Do you want everyone on this planet to die?"

Gwen flashed her light back up to his face. He seemed serious, from the look of him. But he was clearly ridiculous. "What _are_ you talking about? Who's going to die?"

"Everyone, the whole planet if you don't let me get what I need from your data stands." He said quietly, still staring at her, but making no move to do what he was asking. At least he wasn't trying to kill her. Well, not yet.

Gwen's confusion only increased, and it showed by the small frown lines that were growing deeper on her brow. Normally she was pretty chill with things as they happened. But as hold-ups went, this was a new one. "I… don't understand."

The stranger rolled his eyes and groaned. "Of course, you don't, stupid ape, let me get what I need and I'll be gone before you can blink."

For this, Gwen's frown moved from confused to insulted and she pointed her finger at him accusingly. "Excuse me! I've got enough people insulting me in my life, I don't need some thieving asshole doing the same thing!"

Surprisingly, the man seemed shocked and his eyes softened a little. Still didn't help their situation, but at least he didn't look ready to murder her… or whatever that dark look earlier had been trying to say. "Honestly, just five minutes and then you'll never see me again."

Gwen snorted. "Yeah, had men say that to me before. Never quite works out that way though, does it."

He blinked at her, relaxing slightly. "Look, you don't know why the lights are out, right?"

Gwen kept her light trained on his face. It had relaxed considerably, though he still looked annoyed. "It's not a blackout?"

Head shaking, the man stepped slightly forward, gesturing to the screen. "If you let me use your interface, I can show you."

Conflicted, Gwen stood still. This guy had just broken himself in, tried to do whatever the heck he was doing with her station and now he was asking her permission? What a wild ride. "How'd you get in?" She asked, eyes narrowed, suspicious of his sudden change in demeanour.

"I have a key."

Gwen blinked for a second before her eyes narrowed again. "Are you from management, did Fran send you?"

Not skipping a beat, the man thrust his hand into his pocket and pulled out a little black cover. Shoving it in her face, he said, "that's me, Automated Services Engineer."

Gwen leaned back to have a proper look at the slip of paper, his ID. "The Doctor? Is that like a codename?"

The man… The Doctor, looked at her. "Sure, if you like."

He stepped around her and pointed a silver tube thing at the screen. It made a buzzing sound and the screen suddenly jumped to life. "How'd you do that?"

The Doctor looked at her. "I'm clever. Now, let me just do this one thing…" He began typing away at the panel, his fingers flying across it furiously.

Gwen moved a little closer to look over his shoulder, she could tell by the way he suddenly stiffened that he didn't like it. Tough. If he was fiddling with her systems, she wanted to know what he was doing, in case there was something she had to complain to the higher ups about. "What are you actually looking for?"

The man turned to her haphazardly, still typing though he wasn't looking at the screen. "The power outages. It's not just here, it's all over the place."

Gwen's eyes dropped from his face to the screen. He was right, if the black spots were anything to go by, there seemed to be a lot of them. "What's happening?"

"Wrong question." He said, looking back down at what he was working on. Apparently not satisfied, he pulled out his tube thing again and aimed it at the screen. "The question is why, when I know why, I'll know what."

Gwen watched him curiously as he worked. Every movement he made was measured, like he knew exactly what he was doing and was already thinking up his next steps. It was strange. Most of the Automated Services Engineers were a lot less… well, they were just less. Locked up in those dark rooms all day, enough to drive anyone insane. But not this guy, there was something else about him, like he'd lived a life and he had first had experience with all of this. He was a field hand, obviously and those were incredibly rare. "What's that tube thing?"

The Doctor turned to her with an expression that told her he'd forgotten she was even there. "What tube thing?"

She gestured vaguely at what he was doing. "The buzzy thing?"

He looked down at his hand. "Sonic screwdriver."

Gwen's eyebrows rose high into her hairline. "A sonic screwdriver? And you're using it to look at a computer? Doesn't that sort of defeat the purpose of it?"

The Doctor frowned at her, irritated. "I'm not sure what you mean." It was phrased, strangely, more as a statement than an outright question.

Gwen folded her arms across her chest, the flashlight now clipped to her shoulder. "It's a screwdriver, right? So, you use it to build things?"

"Well, it doesn't just do that, it's kind of a multitool. But that's the essentials, yes."

She frowned. "So, that key you mentioned earlier, was it part of your multitool?"

"Technically." He continued clicking away and she was about to confront him when he apparently found what he was looking for. "Yes! There it is, a concentration of blackouts right at the city centre. Okay, fantastic. I have what I was looking for." He rushed around from behind the bar and back out the door. Gwen stared after him, dumbfounded. He was clearly part tornado if the state of her bar was anything to go by and looking at the place still in darkness, he obviously hadn't fixed the issue. Frustrated, and not able to simply go back to her job given the current circumstance, Gwen rushed out after him, legs pumping to catch up to him. She had no idea what she was going to do if she caught him, but at least it would be something, at least get him to come back and fix her power.

When she caught up to him, he was stepping into a Police box and she skidded to a halt. Suddenly it disappeared, and Gwen could only stare. "What?" She hurried to where the box had been only moments ago. It was simply gone. It wasn't invisible or in the ground. It was like it had never even been there at all, which was impossible because she had definitely seen it. No one else seemed to have even noticed though. "Didn't any of you see that?" She asked the couple walking y her hand in hand. They gave her a puzzled but concerned look and walked faster. Gwen chewed her thumbnail again and though about what her best option would be. She thought he'd mentioned he needed to go somewhere and so she clicked her fingers and ran back to the bar. Maybe if she could find him where he was going, she would be able to get him to come back with her and fix her bar. He had left it in a bit of a state. She was definitely telling management about this.

She looked over the screen, still showing the last thing he'd been looking at, trying to see what he had. It was difficult because she didn't actually know what he was looking for, but she tried to see it anything specifically stood out, or a pattern of some kind emerged, something that might make him think he'd found something. Her eyes dated back and forth until they landed on the centre of the city, covered by little instances of blackouts. She vaguely recalled him mentioning a concentration of blackouts and she nodded to herself. This was where she needed to go. It wasn't far from her apartment either, so she knew her way around pretty well.

Her decision made, Gwen locked up the bar and stuck the closed sign up. People would figure it out anyway since the lights seemed to be out all of the city. She easily located her car, parking in the same spot every day, and headed out to her destination. Honestly, anything to get her away from those oranges. She'd rather die than have to count them again right now.

It took her about thirty minutes to really navigate the traffic that had mostly come to a standstill. She surprised herself actually, normally that drive took her about fifteen minutes, so she was glad she'd not taken too long. She need to tell this Doctor person, if that was actually his name, that he needed to fix her circuits. What kind of an engineer let a job half-finished anyway? Once she reached the city centre, she had a pretty good idea of what might have been causing the energy drain. Breaking so hard her head smacked into her wheel, Gwen stared, open-mouthed and wide-eyed at the sight before her. A giant pylon that seemed to sizzle with electricity sat smack dab in the middle of the road, taking up more room than she'd even thought was there.

She quickly crawled out of her car and stared up at the intrusive object, trying to figure out where it could possibly have come from. It was huge! At least three or four stories taller than the ten story buildings she was surrounded by. How had she not noticed this earlier? She stood tall and looked around for the reason she was here, but she couldn't see him anywhere. "Doctor!"

"What are you doing down there, get off the road!"

Gwen turned around to see the man himself hanging off one of the buildings, staring down at her incredulously. Gwen stared back at him, both shocked and curious at why he was hanging off a building. "What are you doing up there, you're going to fall?!" Gwen quickly rushed over to the building and raced up the stairs. She wasn't just going to let a man fall because he was an idiot, how'd he even get up there? She reached him and quickly rushed over to the side to see exactly where he was. "Please, let me help you!"

The Doctor stared at her, frustration and annoyance evident on his face. He was attaching something to the panelling, she could see, but he looked very unsteady. "Go away, you're going to interrupt!"

She frowned. "Interrupt wha-"

The pylon shook, and Gwen nearly toppled off the roof. She managed to catch herself and looked back over only to see that the Doctor was no longer holding onto the side of the roof, he was now dangling from the ridge of one of the windows. "Doctor!"

"Get away, quickly, you'll get hurt!" He called up to her, his voice remarkably steady considering he was currently dangling with every danger of falling. Gwen shook her head. "Not going to happen, you're in trouble and you need help!" No one would ever say she didn't help those in need.

She rushed back down the stairs and stood outside the apartment he was dangling outside of. This entire floor looked deserted and she quickly looked at the panel on the wall. "Fuck, it needs a passcode. Think, think." Not her greatest strength, admittedly, but she was going to need to think of something. After a moment smacked herself in the forehead and rushed to the cleaning supplies closet. Kicking open the door she rifled through the jacket on the back of the door for the master key, cursing to herself when she couldn't find it. She took a deep breath and headed back to the door. "Whelp, here goes." Gwen took a deep breath and placed her wrist on the panel. Her pulse pounded in her throat as she held her breath, hoping this ridiculously insane thing she was about to do would actually work.

After about thirty seconds, she could feel her heart pounding in her chest, desperately trying to pump the blood around her body. After about forty-five seconds, her head started to spin and her eyes watered. A full minute in, she was getting desperate. This was taking longer than she thought and she was concerned that she may pass out if the chip didn't kick in. Suddenly, she felt it, the tingling sensation from the chip shorting out. It was enough to also short out the circuitry in the door and it swung open on it hinges. Gwen stumbled and spent a moment trying to catch her breath. She'd just totalled her chip. She hoped it was worth it.

"Doctor!" She rushed over to the window and forced it open, face still red from the exertion. "Give me your hand, let me pull you up!" She said, leaning out the window to reach down to the man still struggling on the ridge.

"Don't be ridiculous, get out of here, you're going to get yourself killed!" he called up to her, almost desperate for her to leave him. She vehemently shook her head, refusing to leave him hanging there. What kind of person would she be if he fell when she could have helped him?

"Just give me your bloody hand!"

There was a conflict on his face that she didn't understand, but slowly he reached his hand up to her and Gwen carefully braced herself against the railing, straining to pull his hands up to the railing. He was heavier than she'd thought, and her slightness wasn't helping much. She was sure if it weren't for the years of carrying boxes of alcohol around, she'd have found this particularly impossible. The man reached up to the ledge and she lifted her foot onto the railing to give herself more pull before heaving heavily and almost forcing him over the railing. He flipped head over heels and landed on his face as she fell backwards to the ground, arse hitting stone hard enough to make her yelp in pain. She took a moment to catch her breath before looking up at the man she'd just rescued. He was glaring at her.

"What the hell are you doing here, why'd you follow me?"

Gwen stared at him, the shock of his words grounding her for a moment. "Excuse me! I just saved your life! Least you could do is thank me!" He was standing over her, much taller than her by several inches. There was something dark in his eyes, but she wasn't sure what it was. She braced herself against the wall and started to pull herself up.

"Thank you, why'd you follow me?" he asked again, tone even but hard. He clearly wasn't happy about any of this and she couldn't help but to think perhaps he might have preferred falling to his death.

"Why'd you tell me you were an automated services engineer?" She asked, finally pulling herself up to her full, though unimpressive, height.

The Doctor took a step back. "You were asking questions, I needed you to shut up so I could get access to the information I needed. Didn't work though, all I got from this was a heap of useless nothing."

Gwen frowned. "Who the hell are you. If you're not from management and you're not an automated services engineer, what are you even doing?"

The Doctor frowned. "Do you have memory issues as well, I told you, saving the world."

Gwen crossed her arms and glared at the strange man in front of her. So far tonight he'd broken into her workplace, insulted her three times and then demanded if she'd been following him! Not even a thank you for saving his life before she'd specifically asked for one. "Did anyone ever call you an inconsiderate ass before tonight?"

The man's eyes flicked away from her for a moment. "It's one of many names I've acquired over the years."

"Shocker." She said quietly, eyes travelling back to the massive hunk of metallic thing in the middle of the city. "What is it?"

The man frowned, "never mind that right now, you didn't answer my question."

"Which one?"

His nostrils flared in annoyance. "Why are you here?"

Gwen shrugged. "You didn't fix it."

"Fix what?"

"The problem with the bar, it's still dark, I thought you were gonna fix it. I wanted to call you supervisor but that's not likely now since you apparently don't have one."

The Doctors eyes fell on her, icy, calculating. It was a face that was never meant to smile. "You followed me here because you wanted my ID number?"

Gwen blinked at him. "Well I didn't want to get just anyone into trouble you know, its hard work doing stuff like that, no point getting someone unnecessarily into debt."

He shook his head in disbelief. "Humans." He said, like it was an insult. "Always have to be involved."

Gwen kicked off from the wall and frowned. "What are you doing out here, should we not be calling the Police about that thing?" She suddenly remembered the Police box. "Are you the Police, I saw your box thing, it said Police, right? Is that why you're here, is everyone in trouble, am I going to get arrested?"

The Doctor had stepped away from her and headed back into the room as she'd been talking, Gwen broke off and turned around to follow him. "You just gonna ignore me like that, after I saved your life and all?"

The man stopped short and spun sharply on his heel. "Be a good little human and go away."

Gwen stared at him indignantly. "Don't be so rude."

"Do as you're told."

Gwen's hand slapped across his face before she'd even realised she'd raised it. "How dare you speak to me like that, I didn't have to risk my life to save you, but lucky for you I'm a bit of a sucker like that, can't leave someone dangling from a building me, like to help out where I can All you've done is stand there and repeatedly insult me like you're trying to piss me off. Well, screw you, because now you've gone and made me so angry that the only clear punishment if forcing you to talk to me like a proper person."

The Doctor scoffed angrily and turned back around marching to the door. "I don't have to explain myself to you, you'd never understand anyway!"

Gwen rolled her eyes, and completely against her better judgement, she followed him out the door. She wasn't even sure what he was thinking, no one had ever made her as angry as he was right now and she knew deep within herself that she should have been running completely in the opposite direction, but damn her she was curious, this was more energised than she'd ever felt in her life and that energy was radiating off him like a pulse of power. It was almost like it was a challenge to see just how far he could push her before shed give up. Well, she'd never let a man beat her, not ever.

She caught him again as he was staring at the panel on the wall shed broken to get in here. He touched it and frowned. "Did you do this?"

"Yeah, so?"

He was almost impressed. "What with?"

Gwen held up her wrist to show him the angry red lines that were slowly crawling up her body. "Shorted out my chip, didn't I, only way I could've gotten in, these new apartments are essentially burglar proof, only way to get in is with an access card, unless you know how to short your chip, like me." She told him, grinning.

The man did not grin back and instead marched forward, grabbing her arm painfully and twisting it around to get a proper look at the chip. "Ow! Hey, let me go, Jesus!"

He pulled out his tube thing again, a screwdriver, he'd said, sonic, and ran it over the small patch where the chip was and then up her arm. "You've got metallic shards in your blood, it's going to poison you."

Gwen shrugged. "Eh, I've still got a couple of days, I'll just go to the hospital in a day or so, tell 'em it shorted when the lights went out and get a new one!"

He didn't seem to like this idea. "What year is this?" He asked quietly, the tone in his voice telling her she shouldn't question the request.

"Uh, 2054, did you lose oxygen down there?"

He huffed. "Your chip is in your nervous system then."

Gwen frowned. "Yeah, so is everyone's, really, are you like one of those technophobic hermits that live in the bush?"

The Doctor eyed her coldly, still holding her arm. She wasn't sure what he was thinking, but she wasn't sure she liked whatever was going through his head. Letting out a frustrated sigh, he roughly pulled her along behind him as they headed back down the corridor. "You're coming with me."

Gwen squeaked in alarm, trying to twist herself out of his grasp. "Hey, wait, where are you taking me, I don't want to go to the hospital now! I want to know what that thing is! It could hurt someone, what about the kids in the life support and stuff, are the hospitals even still working? Is the metallic pylon what's causing the blackouts, how's it doing that then?"

"Just shut up and keep walking!"

Now, normally, Gwen wasn't someone who was easily talked down to like that, fighter that was her, kick 'em where it hurts, but something about the way he was just pulling her long and the look he'd given her more than once tonight, told her she'd best do as he was saying, not that shed not grumble about it and once she was at the hospital she was definitely having him arrested for manhandling and probably kidnapping too. She was getting a little annoyed with how he was talking to her like she was little more than an annoyance. She knew she was nothing special, didn't mean he had to remind her of that.

The further they walked, the less she struggled until finally she was essentially walking beside him, though he still had a tight grip on her arm. Periodically he looked over his shoulder to see the pylon, keeping an eye on it no matter where he was. She watched him curiously, wondering what exactly was going on. This morning if someone told her she'd be shorting her chip and then rescuing a complete stranger, she would have laughed in their face and cut them off drinks because they were clearly well over their limit. "How come you're just running about then, hey?" She asked, trying to swivel around and get a good look at what was happening.

The Doctor pulled her forward, imploring her to walk faster. "Be quiet, if it hears us, it'll shoot you."

"What will shoot, what are we doing here?!"

The Doctor pulled them both to a stop, pushing Gwen into the wall to keep her out of the line of sight. He gestured to the pylon. "That pylon, it's using the electromagnetic field to power its core. The more power it draws, the less power available on Earth, so, naturally, you're getting weaker and it's getting stronger. Conquest ensues, everyone dies, the world is ripe for the picking."

Gwen's eyes widened, watching him, horrified. "What?! What do you mean? You can't be serious! This isn't War of the Worlds!" She said, looking fearfully over his shoulder to see the pylon, glittering under the moon light, buzzing with the power it was draining from all over the city. "What… what do we do?"

The Doctor moved away from her, letting her draw breath easily again as he turned back the way they were walking. "I was doing it, before I got interrupted. It must have felt the disturbance, fought back only way it knew how, Earthquake, so simple, yet so effective."

He kept muttering to himself as he walked, he'd let go of her now, but Gwen felt compelled to follow him. "Are you really called the Doctor?" She asked, not sure why it should be important, but if she was about to die, she wanted to at least know the name of the man who might be the last person she ever sees.

"Yes."

Gwen snorted. "So, people just go around calling you the Doctor?"

"Yes."

Gwen nodded to herself, chewing on her thumb as they continued walking. Her arm was starting to sting now, not uncomfortably, but it was letting her know it was still there. Good thing too, she'd almost forgotten about it. "So… this pylon thing…" she started, mostly thinking aloud now. "How does it… I don't know, sense an attack?"

The Doctor stopped his walking and frowned. "I… actually didn't think to check. Why didn't I think to check?" Moving faster now, Gwen found that she had to run after him. He was very fast, that was for sure, though he did have longer legs than her. She was only tiny, so it wasn't so unexpected.

She stopped when he reached the Police box again and stepped straight inside. She stared at it, confused why the box should provide them with any help at all. But then, she _had_ seen it disappear, hadn't she? That couldn't have been a coincidence. He'd just stepped in, like it was a doorway instead of just a box. Chewing on her thumb, Gwen made her decision and pushed on the doors, which opened with surprising ease. She looked down at her feet as she stepped in, surprised to see a metal floor. "Doctor… what-" her throat immediately cut her voice off as it constricted in surprise and alarm. "Your box is… it's… _holy shit_!"

The Doctor looked up, not unsurprised to see her. He was tapping on his console, searching for something. "Yeah, let's do this later, I have work to do." He commented, gesturing her over to the controls. "See that lever?" He pointed to it. When she neared he continued, "hold it at exactly point two degrees."

Gwen frowned but made her way over, trying to keep herself from shaking as she walked across the impossibly large insides of the Police box. There was no way in hell that she wasn't asking about this later. Bigger on the inside? What kind of magic was this? Was their Police force even more technologically advanced than they'd been letting on? Good grief, maybe the technophobes had a point! "For how long you want me to hold it?" She reached out and carefully slid it to the position he indicated and braced herself to hold it. It was heavier than it looked.

"If you want to help, be quiet and help, I don't have time to explain everything to you, _alright_?"

It wasn't alright, but Gwen didn't want to get into that right now, she had bigger things to worry about, like the fact this Police box was… what, underground? She hadn't noticed any stairs. Maybe they were sitting in front of a building and knocked down a wall? Though she wasn't sure how that could be possible, there weren't many explanations she could think of to understand this phenomena.

"Human."

"Gwen."

"Whatever, take two steps to your… left, not letting go of the lever and press the button that is directly in front of you." Gwen went to press the button, but the Doctor held his hand out. "No! You have to take two steps to the left."

Gwen's eyes shifted to slight surprise. "Why do I have to take two steps to the left, why in the world does positioning matter?!"

The Doctor didn't speak, just looked at her, frustration written all over his tight-lipped face. Gwen sighed, exasperated by him and finally did as he asked, almost tripping over herself to do so. This flooring was very bouncy for whatever reason, it reminded her a lot of a factory floor, like those old ones from like a hundred years ago. Gwen still had photos from her grandmothers first test flight in a shuttle. The mech pads back then looked a lot like this too, her photos told her. The room was mostly silent, except for Gwen's harried breaths as she took in the rest of the room intermixed with the Doctor's apparently erratic typing. She could hear no pattern to it. Not at all like the patterned kind of typing she was used to hearing from the tech guys who came to fix her rent screens when they were acting up. She wasn't sure what that said about him.

"The pylon has a multiphasic sensory protocol imbedded within the subroutines ordinary programming. That's why I didn't see it before, I only did a surface sweep." The Doctor seemed mostly to be talking to himself, but Gwen listened to him anyway, curious if this was normal kind of behaviour for a police officer.

"So, is this the standard kind of charge for a Tick? Undercover, dressed like a leather daddy and just, what, running around after energy pylons trying to take them down?"

The Doctor shot Gwen a warning look, clearly not pleased with her questions, or perhaps it was her interpretation of his attire, anyway, Gwen was beginning to see why this particular policeman seemed to be working alone.

"I'm not the Police."

Gwen jerked her chin in the general direction of the outside. "Why d'you have a Police box then, you just like the theme?"

Again, he didn't answer, and Gwen sighed, rolling her eyes. Her arm was starting to cramp up now too, the stinging slowly creeping higher up her body. "Can I let this go yet?" She asked, her voice barely above a childish whine. An hour ago, she'd have done anything to get out of counting those damn oranges, but right now all she could think of was the easy task and how much she was going to enjoy being somewhere she actually understood rather than whatever the heck kind of craziness this was.

"Oh, I forgot you were holding it, honestly. Let go." Incredulous, Gwen dropped the lever roughly, gaining some pleasure at the way the Doctor seemed to flinch and carefully reach out a hand to caress the console when it hit. Gwen raised an inquisitive eyebrow, but said nothing, instead tucking her hands into the pockets of her apron. "If you're not a Policeman, what are you then?"

The Doctor closed his eyes, taking long, deep breaths, probably in an effort to calm himself before looking at Gwen. "Look, I'm running millions of calculations through my head right now trying to figure out how much damage I'll do to the city if I just blow the pylon up. These aren't calculations you want me to get wrong, so, just keep your mouth closed and don't touch _anything._"

Gwen suddenly saw exactly why this Policeman worked alone. She couldn't imagine spending enough time with him to get to know him. He was exactly the kind of guy that people used the whole _he's not as bad as he seems when you get to know him_ bullshit. He was a massive jerk and once all of this was over, hell yeah, she was getting back to them oranges. A renewed vigour in her step. "I'm not an idiot you know."

He scoffed. "Evidence would suggest otherwise."

Gwen glared at him, leaning back against one of the inner pylons and focusing on actually checking out what this thing was. She ran her hand along the inside, the material feeling distinctly organic. That was strange, she'd never thought of an organic building before. What a great idea.

"Oh, of course! A time fissure, I'm an idiot!"

Gwen looked over at him, she was almost tempted to agree with him, but wasn't sure he was even paying any attention to her. Bit stupid, given he'd dragged her around by her arm and complained at her about talking too much, threatened to take her to the hospital and then decided against it. What a joke. "Time fissure?"

Apparently in more of an agreeable mood all of a sudden, the Doctor rushed around the console pulling levers and pressing buttons. "It's a weakness in time and space, a rent in the fabric of the Web of Time itself." He said, pumping a rather unfortunately placed piston thing. "It can rupture at one point in time and appear in another time, completely out of nowhere, it's random!"

Gwen frowned. "What, like time travel?"

The Doctor gave her a weird look. "Little bit. Mostly its unnoticeable, might get a little blip on a radar, suddenly discover something that's been missing for years, dig up a really old pot or discover plans for some new technology previously uncovered, tiny, tiny little things, barely upset the standard continuum at all."

He was making all of this up. Playing with her, clearly. Gwen crossed her arms. "Are you honestly telling me, the space-time continuum just randomly gets popped open by little fissures that connect to opposing timelines like shingles on a nerve line?"

For what was probably both the first and last time, Gwen noted a different expression on the Doctor's face. She wasn't entirely sure what it was as she looked at him, but the only thing that came to mind was… fascination?

"Uh, yes. Surprised you got that, actually."

Gwen rolled her eyes. "I keep telling you I'm not half as stupid as you seem to think, I do have a degree from a proper university and everything." She told him, which was more than she could say for this guy. Whoever he was. "I might only have a degree in _Linguistics_, but I took some physics classes because I liked this girl and she was a super nerd, but then you know how the story goes right?"

He most decidedly did not know how the story goes, if the way he was staring at her was any indication. Turning away from her he tapped the monitor. "Looks like this fissure opens up in the early 24th Century, well, that explains the markings." He said, tapping the scanner to zoom in on whatever he was doing. Gwen was only growing more and more curious. This guy was giving her major whiplash, like he barely even knew himself. What a strange experience.

"So… it's from the future?"

The Doctor tossed her a stern expression. Whelp, back to being annoyed at her, it was nice whilst it lasted. "It's an Aulani Pylon, sent ahead of an invasion force to drain your power. I've seen them before, I thought one got lost, now I know why."

Gwen frowned, cautiously moving from where she was standing against the inner pylon to stand slightly to the side of the Doctor. "What do you mean you've seen 'em before?"

"In the 24th Century, I said that."

Gwen's frown deepened as she tried to puzzle out exactly what he was saying. "Are you from the other side of the fissure then? Is that why you have this big box thing, like a time cop?"

The Doctor groaned. "I'm not the Police."

"Yeah, you said that already."

He shook his head. "I'm not from the 24th Century, not even from this planet." He said quietly, almost too quiet for Gwen to hear.

She leaned in closer. "I'm sorry, you what?"

The Doctor looked at her, eyes hollow. "I'm not from Earth."

Gwen took a step back, brain almost shorting out at the thought. Not from Earth, as in alien? He was an alien? He didn't look like an alien, did he? He certainly acted enough like a male human she'd have believed it. Alien? How could he be an alien? Time travelling pylons and now aliens? Her planet was apparently in the hands of an alien? Was that a good thing? Was what he was even saying to her true? How did she even know he wasn't here to activate the pylon, finish what the… 24th Century Auli things were trying to do? Was that even real? Was any of this even real? "Not from Earth… so alien then?"

The look he gave her was hard to define, she wasn't sure if it was supposed to be accusatory or challenging, definitely annoyed in any case. "You're quick."

Gwen rolled her eyes. "People don't normally just meet aliens you know, this is the 21st century, not the 24th." She told him, the processing power of her brain latching on to different tasks as it tried to make sense of what he was saying. She reached out a hand to slide along the bumps and ridges of the console he was standing before. "So that means this is…"

"My space ship, yeah."

"I was going to say your secret bunker. How is this a ship, it's got a box attached!"

The Doctor pursed his lips, in contemplation, maybe? "It just looks like that because the chameleon circuit got busted." Gwen got the distinct feeling he was annoyed at having to even speak to her, let alone wanting to answer her questions.

She watched him turn back to the screen again and a silence descended over them. She wouldn't quite call it awkward, more… sceptical. He certainly didn't look like the kind of alien she'd grown up believing in. Like Roswell. Though she was beginning to wonder if maybe Roswell was a little more legitimate then she'd originally thought. "So… the big room in a small box thing…" she started, cautiously, very aware that the Doctor's frustration levels were likely coming from his alienness, which meant she knew even less about him than when she thought he was just an arrogant alpha male. "You're not just leaned up against a building, are you?"

The Doctor shot her a look that very much said, _what do you think_, before turning back to his work.

"Yeah, didn't think so."

She turned away from him and marvelled at the complexity her life had turned into. "Bigger on the inside."

Not looking at him, Gwen missed the ghost of a smile that crept onto the man's face at the phrase. One he'd not heard in such a long time. He missed it, he realised, seeing the mix of amusement, wonder and terror in her face. Perhaps his self-exile had gone on long enough.

Gwen took a full five minutes to make her way back to where the alien was standing, apparently having finished his calculations. "So, pylon. Are we gonna stop it now?"

The Doctor had to hand it to her, she was taking all of this remarkably well. Considering the circumstances. "_We_ aren't doing anything," he said, pulling his sonic out of his jacket pocket and messing with the electrical instrument in his hands. "_You_ are staying here, out of my way, _I_ will go and deal with the Pylon."

Gwen, against every cell in her body that told her it was a bad idea, stomped her foot on the ground, emulating, very effectively, a petulant child. "But I want to help! This is my planet! Why should you be the one stopping this!"

Gwen watched the expression on the man's face darken considerably. "Because I'm the only one who can, alright, you'll just mess it up."

Suitably shocked, Gwen didn't recover until after the alien had made a mad dash to the doors and thrown them open. Angry, she followed after him and opened the doors to see him running towards the pylon, still fidgeting with the device he had in his hands. It looked like the pylon was powering up now, the static sounds in the air suddenly hiking in pitch and the hairs on her body tingling. Until this moment, as the pain in her arm increased, she'd forgotten about it, looking down at the angry red lines that were slowly crawling up her arm. Hadn't the Doctor been concerned about that? Looking back up at him, Gwen yelped when the pylon suddenly shot a beam of what she could only describe as electrical energy at the ground in front of the Police box. Because she'd had the doors open, the impact of the blast threw her backwards onto the floor and she distinctly heard someone yelling at her to close the door.

With a ringing in her ears and pains running up and down her body, Gwen slowly rolled onto her back, carefully sitting up. The doors were still open, but she couldn't see the pylon anywhere. Trying to blink the blurriness from her eyes, Gwen groaned as she carefully pushed herself up onto her hands and knees and crawled towards the door. She wasn't sure what she was trying to do exactly, but the missing pylon was concerning, especially since it didn't look like the Doctor had succeeded in whatever it was he had been intending to do. If he had, she was sure he'd have been back in the box by now. Ship, she reminded herself.

Gwen's head pounded, apparently trying to break out of her skull as she crawled out the doors and slowly dragged herself across the ground. The split in the road and the bits of concrete and glass were either cutting into her or digging into her, but right at this moment the pain was barely registering. The only thing on her mind was the pylon. She had to know where it was. The alien would need her, she just knew it. She didn't know how she knew, but the pylon was missing and so was he, that was enough for her. Her planet was important to her and it was her planet, why should he be the one to fix the problem?

As she kept crawling, Gwen became aware that most of the sounds she would have expected to hear were silent. She looked around her, seeing for the first time, the people running around, trying to get away. She realised, suddenly horrified, that she didn't seem to be hearing anything at all above the ringing in her ears. Shakily reaching up to the side of her head, she touched her ear and found that blood seemed to be trickling out of it. Staring at the blood on her fingers, the carnage around her momentarily forgotten, Gwen stopped crawling and pushed herself with one hand onto her thighs. The explosion had caused more damage than she'd initially been aware of. Unable to stop the tears that were threatening to fall, Gwen stayed where she was, legs screaming in protest as she allowed the emotions to flow hard over her. The intensity of the scene and the realisation that maybe this really wasn't a gag had finally caught up with her and she came to the conclusion that she was very likely going to die today.

Taking another several minutes to let herself cry and come to terms with her current predicament, Gwen looked over her shoulder, the sight of the big blue box almost strengthening her resolve to keep going, keep pushing further until she found the Doctor. She at least wanted the chance to say thank you for trying to help, even if they never got to make it to the 24th century. She still wasn't sure how much of it she believed, but if he believed it, that was all that mattered in the end.

Carefully pulling herself up against a wall, Gwen realised she could feel the ground beneath her moving, the power surging whenever another shock wave threw her to the ground. The pylon, she realised, wasn't far. It was almost like she could feel it surging beneath her feet. Moving slowly, effectively pulling herself along the building, Gwen thought about what had happened in the past two hours. It had been a remarkably short amount of time, she realised and her whole concept of everything had changed, just like that. She wondered if the oranges were still where she'd dumped them or if they'd rolled away by now. Was the bar even still okay?

It took her a little over five minutes to find her way to where the pylon was currently soaking up more energy, the static in the air tingling as it did so. Her eyes were tired and every movement on her body ached and throbbed. She'd never been so keenly aware of her body before, each new sensation sending a bolt of pain shooting through her. She staggered to a halt, looking around for the person she was looking for, but she had yet to locate him. She looked down at her shredded legs, the blood long since staining her shoes and socks. No one seemed to notice she was even standing there, watching as they ran around her, their faces twisted in terror. Helicopters flew above her, trying to steer clear of the pylon but clearly trying to figure out what was going in. UNIT, she assumed, though she could see no ground patrol nearby.

The silence was eerie. It was almost like everything that was happening around her was some kind of distant world. She wasn't sure how long she'd been unconscious, or even if she had been unconscious at all, but the total devastation around her made her wonder if it hadn't been a bit longer than she'd first thought. Buildings all around her were either completely or partially destroyed, some still crumbling as she watched, helpless to do anything about it.

A small child crawled out of the rubble, face stained with blood and tears, Gwen shared a look with her and moved to try and help. The little girl opened her mouth, screaming, Gwen assumed, before debris from a building suddenly appeared where the little girl had just been, likely squishing her. The tears from earlier sprang free again as Gwen agonised over the loss. Just one more in a long line she had no doubt.

Leaning heavily into the wall again, Gwen's eyes grew wide with shock when she saw a leather clad man rushing into one of the nearby crumbling buildings. It had to be the Doctor. Mission back in her mind, Gwen gathered up what little strength she still had and shuffle-limped her way to where she'd seen him. She'd no idea what he was doing, but she wanted to help in any way that she could. The nerves in her arm burned as she walked, everything hurt. She just needed to get to the Doctor, he'd know what to do. She just knew he would. She;d only just met him, but even in that tiny window of time there was something that had grabbed her attention. Perhaps it was the promise of something more, or the great depth she'd seen in all those frustrated looks. She had the strong sense that he was the only one who could help them. It was a thought that terrified her.

She reached the building and slowly began to heave herself up the stairs, bending her knees as she hobbled up them was the most agonising experience she'd ever had but she gritted her teeth and kept at it, able to ignore most of what was happening around her since the buzzing had corrupted her hearing.

The pylon sent out a blast of electricity, she felt it as it flew past, where she wasn't sure. She wanted this to end now, for everything to stop so that no other little girls had to die. Somewhere out there, her parents were probably huddled together under the dining room table, as they usually did when something was happening that they didn't understand. They thought of them, scared and alone, spurred her forward, step by agonising step as she slowly climbed the stairs to the roof, the only logical place she could see the Doctor going.

Huffing, Gwen shuffled to the big metal door, working hard to pull the door open and see the damage of the roof outside. There were holes in two places and other bits of debris were strewn all over the place. Gwen could see the Doctor, trying to discreetly set up some kind of a device, though she didn't know what it did. He looked like he was struggling, she couldn't see from where she was standing and so she pushed herself out onto the roof. The Doctor hadn't noticed her, she could tell.

"Doctor!" The name tumbled from her lips, but she wasn't sure if he'd heard her, the ringing in her ears growing in intensity. She could feel the static of the pylons energy shifting again and she looked up to see the pylon was directing its attention towards them, if that's what the giant red light on the side facing them was.

Gwen turned back to see the Doctor appeared to be shouting at her, but he was too far away, and she couldn't hear him anyway. She'd never been a great reader of lips. He was gesturing frantically, but the blurriness in her vision made it very hard to make out. Supporting herself on the wall as she was, Gwen turned back to the pylon again to see it powering up, pointed directly at the Doctor who was paying more attention to her at the moment then he was to the task at hand. She tried to bring his attention back to the pylon, but it was no use. She moved to point, nearly tripping over something as she did so. She looked down and realised with some horror that it was the Doctor's sonic screwdriver. He must have dropped it somewhere. Dropping to pick it up, her sudden movement must have alerted the pylon to her presence because as she looked up to see where the Doctor was, she noted, horrified, that the pylon's red light was now trained on her. The Doctor must have noticed too because he started to rush towards her.

There was only one thing to do. Moving her arm back, Gwen tossed the sonic screwdriver away from her, and watched it sail over the expanse of the roof before suddenly being hit with what was possibly the most incredible pain in her life. She immediately went rigid, shaking as the electricity coursed through her, hitting every organ and essentially liquifying them all. It seemed like an eternity when just as suddenly as it had started, the pain stopped. She fell to the ground hard, if she'd had the ability to feel pain anymore, she was pretty sure she'd have felt that.

"No! No! No!" The Doctor's screwdriver now in his hand, he thrust it into the device powering it up whilst the pylon was recharging. With one powerful burst, the electro-magnetic pulse shorted the pylon, rendering it harmless. He ran as fast as he could to the girl's side, seeing completely still form sprawled on the ground in a way that wasn't at all natural, her legs and arms thrust out in all directions and her neck painfully turned upwards.

Dropping to his knees, the Doctor cradled her head in his lap, trying with all he had to figure out what in the world had possessed her to do something so stupid. He frantically searched for a pulse, hardly relieved when he found one. It was extremely weak and from the look of her battered and bruised body, she'd been through literal hell to get to him. What was her name, had she told him her name? "Can you hear me?" He asked, frowning when she didn't open her eyes or make any acknowledgement of him at all. He quickly pulled out his sonic and moved it over her, sighing at the results.

Carefully moving a hand to her face, the Doctor slowly moved her face to look up at him. _Can you hear me?_ He asked telepathically, hoping she was still there enough to feel the pull.

Gwen's eyes slowly opened, vision still blurred, but comforted by the presence of this crazy alien. "You're in my head." She felt herself say, not sure how loud it was.

_I didn't tell you I was telepathic._ She felt the words in her mind, rather than hear them. It was a strange experience and she almost felt a kind of clarity that came along with them.

"You really are an alien… that's crazy."

Her words were slow, slurred, almost jumbled as they slipped from her mouth. She was surprised she was even able to think, after all of this. It had certainly been a crazy day.

_I told you I was._ Came the reply and Gwen was almost sure she could feel an emotion in the words, guilt, sorrow and something else she couldn't place.

"I can't hear anything." She admitted. Trying to raise her hand to her ears, but unable to find the energy to do so.

_I know, I'm so sorry. I didn't mean for any of this to happen._

Gwen smiled. He was apologising to her, she thought he would be angry that she'd gotten in the way. "Did it go away?"

The Doctor couldn't believe that was what she asked. Here she was, dying in a stranger's arms and all she cared about was whether or not he'd beaten the pylon. _It's shut down, yeah. I was able to shoot it with a modified EM pulse._

She was glad. No more little girls were going to die then. "I'm glad it's gone," she said slowly, testing out the words as she said them, "I thought it would destroy everyone." _I was so scared._ She added, mostly to herself before realising she was talking to a telepathic alien who was currently in her head. _Can you hear my thoughts?_ She asked curiously, her vision clearly slowly so she could look up at him.

The look in his eyes told her that he could as he nodded at her. _Sorry I didn't ask for your permission, but I realised you can't hear me._

Gwen shrugged, though she shoulders didn't move. She was dying, she could feel it. That was okay, she'd done something good and she'd saved a lot of people. There were worse ways to go. _Did I do good?_

_Yes, you did. You saved my life._

Gwen almost laughed. She'd saved his life! Oh, that was such a good feeling. She'd never saved anyone's life before. _Why are you touching my face?_

_I'm a touch telepath, because you're not inherently telepathic, a mental link is best established the closer in proximity we are, touch is important to establish the connection. Did you want me to move my hand?_

Gwen waited a beat before shifting her head slightly. _It's okay. Your hand is warm. I'm cold._

The Doctor knew she was waning, there was nothing he could do to help her here, if only he had the TARDIS maybe he could do something, but it was too far away and moving her now would probably kill her. _I'm so sorry. I wanted to protect you, I left you in the TARDIS…_

_What's a TARDIS?_

The Doctor swallowed the lump in his throat. _My ship. She's called the TARDIS._

Gwen's mouth moved into a smile and the Doctor's guilt grew thicker at the thought that he would be the last person to see it. An honour he must assuredly did not deserve. If not for him, she wouldn't even be here. _Why did you come after me?_

Gwen's small smile dropped then, and her brow creased. _I wanted to help you._

_Why?_

_Because, _she started, eyes sparling with unshed tears as she looked at him, _you were going to fight it on your own and you don't even come from this planet._

The Doctor frowned. _It's what I do._

Gwen nodded. _I see. I think you've done this before, but I think you shouldn't have to, why is it your job to protect us. The least I could do as a human was to thank you. I saved your life and you saved my planet. _She said, smile returning, _I think we're even._

The Doctor wholeheartedly disagreed. _You saved my life twice,_ he told her, _no-one's ever done that._ The guilt was welling up inside him and he could feel her mind waning. It wasn't long now until she wasn't able to think at all, let alone make a coherent thought. He ran his thumb along her cheek comfortingly and sighed. _Do you want to see the stars?_

Gwen lamely turned her eyes towards him, hesitation and curiosity filling her even now. She wanted to see the stars, but it was too late now, she thought. She could feel her body shutting down and though she would love to say yes, she couldn't move, she'd never move again. _I can't move now._

His hearts broke. Though she'd not spoken with her voice, the emotion behind the words was as loud to him as if she'd spoken them out loud. _I can show you, _he scooted a little closer and moved his other hand to her face. _Will you let me?_

She didn't nod, but he saw her eyes open and knew she was accepting his offer. Closing his eyes, the Doctor shifted through some of his memories of the universe. The births and deaths of his favourite stars, the beginning of the universe, the shifting sands of Paro III, the golden trees of Ryu. With each new memory, he could see her reflection in the memories, the utter wonder and amazement, the complete calm she exhibited and the thirst for more helped him see the memories with new eyes. Soon, he could start to feel her mind slowing down and her attention turning from the memories. She didn't have much longer at all.

_Thank you, Doctor._

The Doctor looked down to see her eyes had closed. She was only an imprint in his head now, like they all are, in the end.

He shifted out from beneath her, pulling her carefully into his arms as he started the uneven climb over debris and down the stairs. The UNIT patrol deployment was already starting clean-up and he gestured for one of them to run over to him.

"Sir!"

The Doctor gestured to the body in his arms. "This is Gwen. She saved all of you." He said, tightening his hold on the limp form as the UNIT officer watched him concerned. "Find out who her family is, tell them what she did. She deserves to be remembered."

He turned around and slowly handed the officer her body. "Treat her with respect, I'll know if you don't." He told him, turning on his heel and slowly heading back to the TARDIS.

Sometimes, the Doctor thought, humans had more heart than he ever did.


End file.
